ACORNS SPEND BETA TEST AGREEMENT

If you want to participate in the Acorns Spend Beta Program, please carefully review these terms of this Acorns Spend Beta Test Agreement (the “Agreement”), the terms and conditions of your Acorns Spending Account, including the Arbitration Provision contained therein, and the terms of your Acorns Program Agreement. By clicking “Join The Beta”, you agree to apply to participate in the Acorns Spend Beta Program, and if approved, be legally bound by the terms of this Agreement and the terms and conditions of your account.

This Agreement is entered into between you and Acorns Pay, LLC (“Acorns Pay”). Clicking “Join The Beta” has the same legal effect as signing a paper version of this Agreement. This Agreement supplements the Acorns Program Agreement, including the Spending Account Agreement attached as Attachment G thereto, and does not supersede any of the terms and/or conditions of the Program Agreement or Spending Account Agreement except where such terms and/or conditions are expressly contradicted in this Agreement. Terms used but not otherwise defined herein are given the same meaning as in the Program Agreement.

1. License Grant. Subject to the terms and conditions hereof, Acorns Pay grants to you, for the period from the date hereof until the general public release of the Acorns Spend debit card (the “Spend Beta Period”), a limited non-exclusive, nontransferable, revocable license to use the Acorns Spend debit card and related beta software products for your Acorns Spending Account (the “Beta Software”) for the purpose of your evaluation and feedback. Use of the Acorns Spend debit card during the Spend Beta Period and use of the Beta Software are together constitute the “Acorns Spend Beta Program”.

It is anticipated that general public release of Acorns Spend debit cards will begin on or around November 1, 2018. However, Acorns Pay and Lincoln Savings Bank may, from time to time at their sole discretion, extend, shorten, or otherwise modify the anticipated delivery date by posting changes at the Acorns website or in the Acorns app.

2. Subscription Fee. You will not be charged a fee for participating in the Acorns Spend Beta Program. During the Spend Beta Period, your Subscription Fee will be calculated in accordance with Section 2.1.1 of the Program Agreement as if you did not have an Acorns Spending Account. Once the Spend Beta Period has ended and this Agreement has terminated, you will be charged a Subscription Fee which includes the fee for an Acorns Spending Account in accordance with Section 2 of the Program Agreement.

3. Termination. The licenses granted hereunder terminate on expiration of the Spend Beta Period. Additionally, Acorns Pay may terminate this Agreement and end the Acorns Spend Beta Program upon written notice to you at any time. If this Agreement and/or the Acorns Spend Beta Program is terminated prior to the expiration of the Spend Beta Period, you may be unable to continue using your Acorns Spend debit card and Acorns Spending Account during the remainder of the Spend Beta Period. If this Agreement and/or the Acorns Spend Beta Program is terminated as a result of the expiration of the Spend Beta Period, you may continue to use your Acorns Spend debit card and Acorns Spending Account, subject to the terms and conditions of the Program Agreement, Spending Account Agreement, and Lincoln Savings Bank Agreements. Sections 3 through 9 shall survive termination of this Agreement.

4. Proprietary Rights; Confidentiality; Restrictions. You acknowledge that the Beta Software contains confidential information and trade secrets of Acorns Pay, its affiliates, and its licensors. You will not: copy, distribute, sell, sublicense or otherwise transfer or make available the Beta Software or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Beta Software or Beta Software output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Beta Software, or authorize a third party to do any of the foregoing. You will not use the Beta Software or any documentation provided therewith for any purpose other than your evaluation and the provision of feedback to Acorns Pay, and you will not disclose to any third party without the prior written approval of Acorns Pay, the Beta Software, its features, feedback (as defined in Section 8), related technical information identified as confidential or the results of any performance or functional evaluation or test of the Beta Software (the “Confidential Information”). You will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. You will immediately report any violation of this provision to Acorns Pay and will employ all reasonable means to mitigate any damages or losses that Acorns Pay may incur as a result of any such violation. Your rights in the Beta Software will be limited to those expressly granted in Section 1. Acorns Pay, its affiliates, and its licensors reserve all rights and licenses in and to the Beta Software not expressly granted to you in this Agreement.

5. Acknowledgment of Beta Software. By participating in the Acorns Spend Beta Program, you acknowledge and agree that: (a) you have been invited to participate in the Acorns Spend Beta Program to help Acorns Pay evaluate, test, and improve the Beta Software, customer experience, and general functionality of Acorns Spending Accounts; (b) certain features of your Acorns Spending Account may not be functional during the Spend Beta Period, including but not limited to, mobile remote deposit capture, electronic check writing, real-time Round-Ups, the ATM finder, and spend strategies; (c) the Beta Software has not been released for widespread, general use; (d) the Beta Software may not operate properly, be in final form, or fully functional; (e) the Beta Software may contain errors, design flaws, or other problems; (f) it may not be possible to make the Beta Software fully functional; (g) the information obtained using the Beta Software may not be accurate and may not accurately correspond to information extracted from any database or other source; (h) Acorns Pay, its affiliates, and/or its licensors are under no obligation to release generally a final, fully-functional version of the Beta Software; and (i) Acorns Pay, its affiliates, and its licensors have the right unilaterally to abandon development of the Beta Software at any time and without any obligation or liability to you.

6. Warranty. THE BETA SOFTWARE IS PROVIDED “AS-IS.” ACORNS PAY, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

7. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, ACORNS PAY, ITS AFFILIATES, ITS LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, YOUR PARTICIPATION IN THE ACORNS SPEND BETA PROGRAM, OR THE USE OF THE BETA SOFTWARE, OR FOR ANY ERROR OR DEFECT IN THE BETA SOFTWARE, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, ABSENT THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL ACORNS, ITS AFFILIATES, ITS LICENSORS, OR THEIR OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

8. Feedback. You agree to provide reasonable feedback to Acorns Pay concerning the features and functionality of the Acorns Spending Account and the Beta Software. If you provide feedback to Acorns Pay, all such feedback will be the sole and exclusive property of Acorns Pay. You hereby irrevocably transfer and assign to Acorns Pay and agree to irrevocably assign and transfer to Acorns Pay all of your right, title, and interest in and to all feedback including all intellectual property rights therein. You will not earn or acquire any rights or licenses in the Beta Software or in any intellectual property rights of Acorns Pay, its affiliates, or it licensors on account of this Agreement, your performance under this Agreement, or your participation in the Acorns Spend Beta Program, even if Acorns Pay, its affiliates, or its licensors incorporate any feedback into the Beta Software or the Acorns Spending Accounts.

9. General. You may not assign or otherwise transfer, by operation of law or otherwise, any of your rights under this Agreement without Acorns Pay’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement shall be construed in accordance with the laws of the State of Delaware, which shall govern as if it were entered into in the state of Delaware.

You acknowledge and agree that any dispute regarding this Agreement and/or relating to the Acorns Spend Beta Program shall be subject to and governed by the pre-dispute arbitration clause in Section 11.3 of the Program Agreement.

If any provision of any of this Agreements is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of the Agreement’s remaining provisions. Acorns Pay may amend this Agreement from time to time by adding, revising, or deleting any terms or conditions. Acorns Pay will notify you of any such amendments by email. Nothing in this Agreement shall be deemed waived or amended without the prior express written consent of Acorns Pay executed by a duly authorized representative of Acorns Pay.